-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OxQGNbj0sw/k5djkc9OEGcKJpSX+0KoIS0y0b9FOVxmQ0suri/VVtfLJaa5LO6wg CP1SEQPZaH2UJ511ss+9Xw== 0000897069-97-000248.txt : 19970520 0000897069-97-000248.hdr.sgml : 19970520 ACCESSION NUMBER: 0000897069-97-000248 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970519 SROS: NONE GROUP MEMBERS: LASALLE/KROSS PARTNERS LP GROUP MEMBERS: PETER T. KROSS GROUP MEMBERS: RICHARD J. NELSON GROUP MEMBERS: RONALD G. HOLLANDER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERMANENT BANCORP INC CENTRAL INDEX KEY: 0000916604 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351908797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48537 FILM NUMBER: 97611362 BUSINESS ADDRESS: STREET 1: 101 SOUTHEAST THIRD ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124286825 MAIL ADDRESS: STREET 1: 101 SOUTHEAST THIRD STREET CITY: EVANSVILLE STATE: IN ZIP: 47708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LASALLE/KROSS PARTNERS LP CENTRAL INDEX KEY: 0001020426 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 350 E MICHIGAN STREET 2: SUITE 500 CITY: KALAMAZOO STATE: MI ZIP: 49007 BUSINESS PHONE: 6163444993 MAIL ADDRESS: STREET 1: 350 E MICHIGAN STREET 2: SUITE 500 CITY: KALAMAZOO STATE: MI ZIP: 49007 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) PERMANENT BANCORP, INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 714197100 (CUSIP Number) Phillip M. Goldberg Foley & Lardner One IBM Plaza 330 North Wabash Avenue Suite 3300 Chicago, Illinois 60611 (312) 755-2549 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 16, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. CUSIP No. 714197100 1 Name of Reporting Person S.S. or I.R.S. Identification Number of Above Person (optional) LaSalle/Kross Partners, Limited Partnership 2 Check The Appropriate Box If a Member of a Group (a)[X] (b)[ ] 3 SEC Use Only 4 Source of Funds: WC, OO 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [X] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 0 shares Number of Shares 8 Shared Voting Power Beneficially 142,900 shares Owned By Each Reporting 9 Sole Dispositive Power Person With 0 shares 10 Shared Dispositive Power 142,900 shares 11 Aggregate Amount Beneficially Owned by Each Reporting Person 142,900 shares 12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares [X] 13 Percent of Class Represented By Amount in Row (11) 6.7% 14 Type of Reporting Person PN 1 Name of Reporting Person S.S. or I.R.S. Identification Number of Above Person (optional) Richard J. Nelson 2 Check The Appropriate Box If a Member of a Group (a)[X] (b)[ ] 3 SEC Use Only 4 Source of Funds: Not Applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [X] 6 Citizenship or Place of Organization United States 7 Sole Voting Power 0 shares Number of Shares 8 Shared Voting Power Beneficially 142,900 shares Owned By Each Reporting 9 Sole Dispositive Power Person With 0 shares 10 Shared Dispositive Power 142,900 shares 11 Aggregate Amount Beneficially Owned by Each Reporting Person 142,900 shares 12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares [X] 13 Percent of Class Represented By Amount in Row (11) 6.7% 14 Type of Reporting Person IN 1 Name of Reporting Person S.S. or I.R.S. Identification Number of Above Person (optional) Peter T. Kross 2 Check The Appropriate Box If a Member of a Group (a)[X] (b)[ ] 3 SEC Use Only 4 Source of Funds: Not Applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [X] 6 Citizenship or Place of Organization United States 7 Sole Voting Power 0 shares Number of Shares 8 Shared Voting Power Beneficially 142,900 shares Owned By Each Reporting 9 Sole Dispositive Power Person With 0 shares 10 Shared Dispositive Power 142,900 shares 11 Aggregate Amount Beneficially Owned by Each Reporting Person 142,900 shares 12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares [X] 13 Percent of Class Represented By Amount in Row (11) 6.7% 14 Type of Reporting Person IN 1 Name of Reporting Person S.S. or I.R.S. Identification Number of Above Person (optional) Ronald G. Hollander 2 Check The Appropriate Box If a Member of a Group (a)[X] (b)[ ] 3 SEC Use Only 4 Source of Funds: PF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power 25,875 shares Number of Shares 8 Shared Voting Power Beneficially 0 shares Owned By Each Reporting 9 Sole Dispositive Power Person With 25,875 shares 10 Shared Dispositive Power 0 shares 11 Aggregate Amount Beneficially Owned by Each Reporting Person 25,875 shares 12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares [X] 13 Percent of Class Represented By Amount in Row (11) 1.2% 14 Type of Reporting Person IN This Amendment No. 2 to Schedule 13D is filed jointly by LaSalle/Kross Partners, Limited Partnership (the "Partnership"), Richard J. Nelson, Peter T. Kross and Ronald G. Hollander (the "Group"), and relates to the common stock, $.01 par value (the "Common Stock"), of Permanent Bancorp, Inc. (the "Issuer"). This Amendment No. 2 amends the Schedule 13D initially filed by certain members of the Group on April 21, 1997, as amended by Amendment No. 1 thereto filed on April 25, 1997. The amended joint filing agreement of the members of the Group is attached as Exhibit 1. The following items in the Schedule 13D are amended to read in their entirety as follows: Item 2. Identity and Background (a)-(c) The Partnership is a Delaware limited partnership. The address of the Partnership's principal business and its principal office is 350 East Michigan, Suite 500, Kalamazoo, Michigan 49007. The principal business of the Partnership is that of investing in equity-oriented securities issued by publicly traded companies, with emphasis on investments in banks, thrifts and savings banks. The general partners of the Partnership (the "General Partners") are LaSalle Capital Management, Inc., a Michigan corporation owned by Richard J. Nelson and his wife, Florence Nelson, and Kross Financial, Inc., a Michigan corporation owned by Peter T. Kross. The executive officers and directors of LaSalle Capital Management, Inc., are Mr. Nelson, who serves as President and a director, and his wife Florence Nelson, who serves as Secretary, Treasurer and a director. Mr. Nelson is self-employed as a banking consultant, and his business address is 350 East Michigan, Suite 500, Kalamazoo, Michigan 49007. Mrs. Nelson is a homemaker and is not otherwise employed. Mr. Kross is the sole director and the sole executive officer of Kross Financial, Inc. Mr. Kross is employed as a securities broker and is employed as a Senior Vice President of EVEREN Securities, Inc. Mr. Kross's residence address is 248 Grosse Pointe Boulevard, Grosse Pointe Farms, Michigan 48236. Mr. Hollander is a Senior Vice President and Financial Consultant of J.J.B. Hilliard, W.L. Lyons, Inc., a registered broker-dealer and member of the New York Stock Exchange. His business address is P.O. Box 98, Evansville, Indiana 47701, and his residence address is 4344 Church Road, Evansville, Indiana 47720. (d)-(e) During the past five years, none of the Partnership, the General Partners, Mr. Nelson, Mrs. Nelson, Mr. Kross or Mr. Hollander has been convicted in a criminal proceeding (excluding traffic violations). On December 9, 1996, Standard Financial, Inc. filed a civil lawsuit (case No. 96-C-8037) in the United States District Court for the Northern District of Illinois (the "Court") naming as defendants the Partnership, the General Partners, Mr. Kross and Mr. Nelson (collectively, the "defendants"). The lawsuit requested injunctive relief and claimed that the defendants had made a false and misleading Schedule 13D filing with respect to beneficial ownership of Standard Financial, Inc.'s common stock. On February 11, 1997, the Court entered a Memorandum Opinion and Order granting in part and denying in part Standard Financial's request for injunctive relief. On March 19, 1997, the Court modified that order. The Court ordered, among other things, that (1) the Group amend its Schedule 13D with respect to Standard Financial to reflect the Group's "purpose to acquire control over and influence the policies of Standard by electing the Partnership's own nominees to Standard's board of directors"; (2) "Defendants are temporarily enjoined from purchasing or selling any shares, in their individual capacities or on behalf of the Section 13(d) group, but not in a licensed or registered capacity, or otherwise seeking control of Standard until seven days after they have filed [an] amended Schedule 13D" in compliance with the Court's order; and (3) "Defendants are temporarily enjoined from violating Section 13(d) and ordered to amend Schedule 13D with regard to Standard from time to time as necessary to comply with federal law." Thereafter, the defendants promptly complied with the Court's order and filed an amended Schedule 13D. During the past five years, neither Mrs. Nelson nor Mr. Hollander has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Nelson, Mrs. Nelson, Mr. Kross and Mr. Hollander are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration The amount of funds expended to date by the Partnership to acquire its shares as reported herein is $2,713,832. Such funds were provided in part from the Partnership's available capital and in part by loans from subsidiaries of The Bear Stearns Companies, Inc. ("Bear Stearns"). The Partnership has a margin account with Bear Stearns and has used the proceeds from loans made to it by Bear Stearns to purchase a portion of the shares of the Common Stock that it presently owns. All of the marginable securities owned by the Partnership and held in its brokerage account at Bear Stearns are pledged as collateral for the repayment of margin loans made to the Partnership by Bear Stearns. A copy of the Partnership's margin agreement with Bear Stearns is attached hereto as Exhibit 2 and incorporated herein by reference. Mr. Hollander has expended $258,750 to purchase the shares owned by him. The shares were purchased in the initial public offering of the Common Stock. Such funds were provided from Mr. Hollander's personal funds. Item 4. Purpose of Transaction The Group's goal is to profit from appreciation in the market price of the Common Stock. The Group expects to actively assert shareholder rights, in the manner described below, with the purpose to acquire control over and influence the policies of the Issuer by electing the Partnership's own nominees to the Issuer's board of directors, with the intent of influencing a business combination involving the Issuer. The Partnership's stated purpose is to emphasize investments in the stocks of selected thrifts, banks and savings banks which the General Partners of the Partnership believe to be undervalued or that they believe to represent "special situation" investment opportunities. The Partnership has further described its purpose, in its private placement memorandum, as follows: Considering the current opportunity to purchase shares of selected thrifts and savings banks at substantial discounts to intrinsic value as determined by the General Partners, with significant appreciation potential available due to merger and acquisition activity in the banking industry, the Partnership currently intends to concentrate its investments in thrifts, banks and savings banks which, in the opinion of the General Partners, possess certain buyout characteristics. Concentrated investments may be made in companies to allow the partnership to influence or to effect control over management's decisions in order to achieve Partnership objectives. The Partnership believes that its acquisition of the Common Stock is in accordance with these stated purposes. By letter dated April 11, 1997 the Group disclosed its holdings as of that date to the management of the Issuer and that it was contemplating the submission of proposed nominees for election at the Issuer's 1997 annual meeting. Prior to making such submission, the Group proposed a meeting with management of the Issuer to discuss management's slate of directors. On April 15, 1997, the Issuer contacted representatives of the Group to discuss the Group's request. In connection with this discussion, the Issuer informed the Group that it would consider the Group's request to include a representative of the Group on management's slate of nominees for the 1997 annual meeting. By letter dated April 15, 1997, the Group proposed Wallace Riley for consideration by the Issuer as a management nominee. Thereafter, by letter received on April 16, 1997, the Issuer informed the Group that it would not nominate Mr. Riley and further informed the Group that Mr. Riley did not satisfy a director qualification requirement that had been adopted by the Issuer's Board of Directors on January 21, 1997. The qualification requirement mandates that "[a] member of the Board of Directors shall, in order to qualify as such, be domiciled in or have his or her primary place of business located in any county, a portion of which is within a fifty mile radius of any office of the [Issuer's] subsidiary bank in the state of Indiana." To the best of the Group's knowledge, this requirement had not previously been disclosed publicly by the Issuer. On April 22, 1997, the Partnership delivered to the Issuer a notice of intention to nominate two persons for election as directors of the Issuer at its 1997 annual meeting. Such notice was made in accordance with the time requirements of the By-Laws of the Issuer. The two persons that the Partnership proposed were Wallace D. Riley and Robert C. Lucas. A copy of such notice of intent to nominate directors, which contains biographical and other information required by the By-Laws of the Issuer, is attached hereto as Exhibit 6. Background information regarding the Partnership's nominees is set forth below: Wallace D. Riley, 69, has been a practicing attorney for more than forty years and is the founder and Chief Executive Officer of Riley and Roumell, P.C., a general practice law firm in Detroit, Michigan. Mr. Riley has served as President of both the American Bar Association and the State Bar of Michigan, and has served on the boards of both organizations and in numerous other leadership roles for these and certain related organizations. He was also a member of the Board of State Canvassers for the State of Michigan for 13 years (and its Chairman for seven of those years) and has been a Special Assistant Attorney General for the State of Michigan since 1969. Mr. Riley is currently a limited partner of the Partnership. Mr. Riley served as a director of Great Lakes Bancorp, a thrift institution headquartered in Ann Arbor, Michigan from 1992 until its acquisition in February, 1995 by TCF Financial Corp. Mr. Riley presently serves as a director of SJS Bancorp, Inc., a thrift institution headquartered in St. Joseph, Michigan, and as a director of National TechTeam, Inc., a computer services company headquartered in Detroit, Michigan. Robert C. Lucas, 53, has been a certified public accountant for many years. Since 1995 he has been a Senior Associate in Multi-State Taxation at BDO Seidman, LLP. From 1993 to 1995, he was a principal in R.A. Reeves and Associates, a tax consulting firm. From 1986 to 1993, he was Manager of Accounting Operations for First of America Bank Corporation (and, prior to First of America's acquisition of Security Bancorp, Inc., of Security Bancorp, Inc.). Prior to 1986, Mr. Lucas served in a variety of capacities for Bloomfield Savings and Loan Association, including as Senior Vice President, Chief Financial Officer, Secretary and Director. Mr. Lucas currently serves as a director of SJS Bancorp, Inc., a thrift institution headquartered in St. Joseph, Michigan, as a director of SJS Federal Savings Bank and as a director of Lake Shore Optimist Fund. On April 22, 1997, the Partnership also made demand upon the Issuer to inspect and copy the stock records, including a current stockholder list of names and addresses, of the Issuer, in accordance with applicable provisions of Delaware law. A copy of that letter is attached hereto as Exhibit 7. The Issuer is providing the Partnership with access to the stockholder list. By letter dated April 28, 1997, the Issuer responded to the Partnership's notice of intent to nominate directors. The Issuer stated that it would not waive the geographic qualification requirement for directors added to the Issuer's By-Laws in January 1997. The Issuer stated that the Issuer's Board of Directors had extended the deadline for the nomination of directors by stockholders for the 1997 annual meeting to June 17, 1997. A copy of that letter is attached as Exhibit 8. On April 30, 1997, the Issuer filed a Form 8-K with the Securities and Exchange Commission disclosing its By-Law amendment adding the qualification requirement described above. The Form 8-K also disclosed that the Board of Directors of the Issuer had extended the deadline for shareholder nominations to the Board of Directors from April 25, 1997 to June 17, 1997. By letter dated May 19, 1997, Ronald G. Hollander (who became a member of the Group) was proposed for consideration by the Issuer as a management nominee. A copy of that letter is attached as Exhibit 9. By recommending that the Issuer consider Mr. Hollander for inclusion in management's slate of directors for the Issuer's 1997 annual meeting, the Group has not withdrawn its notice of intention to nominate Messrs. Riley and Lucas. Such action may be considered in light of future developments. The Group's purpose in seeking representation on the Issuer's Board of Directors is primarily to attempt to influence the Board of Directors to consider all possible strategic alternatives available to the Issuer in order to increase the market price of the Common Stock. One way of achieving this goal is to seek out another financial institution and attempt to implement a business combination. The Group is interested in influencing the Issuer's Board of Directors to explore seriously, in consultation with independent financial advisors, this and other possible means of improving the market price of the Common Stock, to the extent such options may not have already been fully explored. To the extent such influence may be deemed to constitute a "control purpose" with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Group has such a purpose. The above-stated purpose to control is unrelated to the Office of Thrift Supervision ("OTS") regulations. Specifically, the Group is aware that regulations promulgated by the OTS contain separate standards with regard to acquisition of "control" of a federally chartered savings institution, such as the Issuer's subsidiary bank. Those regulations require OTS approval for acquisition of control under certain conditions. Some of the provisions are based in part on numerical criteria. One of the provisions creates a rebuttable presumption of control where a person acquires more than 10 percent of the voting stock of a savings association and other conditions are met. Another provision creates a rebuttable presumption of control where a person acquires proxies to elect one-third or more of the savings association's board of directors and other conditions are met. The Group has no present plans to cross these numerical thresholds. The Group intends to continue to evaluate the Issuer and its business prospects and intends to consult with management of the Issuer, other holders of the Common Stock or other persons to further its objectives. The Group may make further purchases of shares of the Common Stock or may dispose of any or all of its shares of the Common Stock at any time. At present, and except as disclosed herein, the Group has no specific plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Group intends to continue to explore the options available to it. The Group may, at any time or from time to time, review or reconsider its position with respect to the Issuer and may formulate plans with respect to matters referred to in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) By virtue of their separate ownership and control over the General Partners, Mr. Nelson and Mr. Kross are each deemed to own beneficially all of the 142,900 shares of the Common Stock that the Partnership owns, constituting approximately 6.7% of the issued and outstanding shares of the Common Stock, based on the number of outstanding shares reported on the Issuer's Quarterly Report on Form 10-Q for the period ended December 31, 1996. None of Mr. Nelson, Mrs. Nelson, Mr. Kross or the General Partners beneficially owns any shares of the Common Stock personally or otherwise, except for the shares owned by the Partnership itself. Mr. Hollander owns 25,875 shares of the Common Stock, either personally or through a trust controlled by him. The Partnership, Mr. Nelson and Mr. Kross explicitly disclaim beneficial ownership of the shares of the Common Stock owned by Mr. Hollander. Mr. Hollander explicitly disclaims beneficial ownership of the shares of the Common Stock beneficially owned by the Partnership, Mr. Nelson, and Mr. Kross. (b) With respect to the shares described in (a) above, all decisions regarding voting and disposition of the Partnership's 142,900 shares are made jointly by the chief executive officers of the General Partners (i.e, Messrs. Nelson and Kross). As such, they share voting and investment power with respect to those shares. Mr. Hollander does not share voting or investment power with respect to shares owned by the Partnership. Mr. Hollander has sole voting power, either individually or through a trust controlled by him, over the 25,875 shares of the Common Stock beneficially owned by him. (c) The following transactions are the only purchases of the Common Stock made by the Partnership in the past 60 days, all of which were made in open market purchases on the Nasdaq National Market System: Date Number of Shares Cost Per Share 2/24/97 5,000 $22.375 3/25/97 7,000 $21.00 4/11/97 12,500 $21.625 4/15/97 5,000 $22.00 5/2/97 16,000 $23.25 5/15/97 5,000 $23.625 5/16/97 700 $23.50 During the past 60 days, Mr. Hollander has neither purchased nor sold any of the Common Stock. Item 7. Material to be Filed as Exhibits No. Description 1 Amended Joint Filing Agreement. 2 Professional Account Agreement, dated March 6, 1996, between the Partnership and each of the subsidiaries of The Bear Stearns Companies Inc.* 3 Letter from Richard J. Nelson to Donald P. Weinzapfel, dated April 11, 1997.* 4 Letter from Richard J. Nelson to Donald P. Weinzapfel, dated April 15, 1997.* 5 Letter from Donald P. Weinzapfel to Richard J. Nelson, dated April 15, 1997.* 6 Letter from LaSalle/Kross Partners, L.P. to Carl E. Root, dated April 21, 1997.* 7 Letter from LaSalle/Kross Partners, L.P. to Carl E. Root, dated April 21, 1997.* 8 Letter from Carl E. Root to Peter T. Kross, dated April 28, 1997. 9 Letter from Richard J. Nelson to Donald P. Weinzapfel, dated May 19, 1997. *Previously filed with the Securities and Exchange Commission as exhibits to the Schedule 13D, as amended. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement, as amended, is true, complete and correct. Date: May 19, 1997 LaSALLE/KROSS PARTNERS, LIMITED PARTNERSHIP By: LaSALLE CAPITAL MANAGEMENT, INC. a General Partner By: /s/ Richard J. Nelson Richard J. Nelson, President /s/ Richard J. Nelson Richard J. Nelson /s/ Peter T. Kross Peter T. Kross /s/ Ronald G. Hollander Ronald G. Hollander EX-99.1 2 EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned. Date: May 19, 1997 LaSALLE/KROSS PARTNERS, LIMITED PARTNERSHIP By: LaSALLE CAPITAL MANAGEMENT, INC. a General Partner By: /s/ Richard J. Nelson Richard J. Nelson, President /s/ Richard J. Nelson Richard J. Nelson /s/ Peter T. Kross Peter T. Kross /s/ Ronald G. Hollander Ronald G. Hollander EX-99.8 3 EXHIBIT 8 Permanent Bancorp, Inc., Holding Company for Permanent Federal Savings Bank April 28, 1997 Peter T. Kross LaSalle/Kross Partners, L.P. 350 E. Michigan Avenue, Suite 500 Kalamazoo, Michigan 49007 RE: Notice of Intent to Nominate Two Directors Dear Mr. Kross: The Company's Board of Directors has received your letter dated April 21, 1997 regarding the nomination by LaSalle/Kross Partners, L.P. (the "Partnership") of Mr. Wallace D. Riley and Mr. Robert C. Lucas. Pursuant to a letter dated April 15, 1997 you were informed of the Board's adoption on January 21, 1997 of bylaw Article II, Section 10, a copy of which you were provided. The Board has considered your suggestion that the application of Article II, Section 10 of the Company's bylaws be waived for candidates nominated to be elected as directors at the Company's 1997 annual meeting. The Board continues to believe that the adoption of Article II, Section 10 is valid and does not plan to waive its applicability. In order to provide you and other shareholders a reasonable opportunity to comply with Article II, Section 10, however, the Board has extended the deadline for nomination of directors by stockholders for the 1997 annual meeting to June 17, 1997, fifty days from today. Very truly yours, /s/ Carl E. Root Carl E. Root Vice President and Secretary CER/jrp 101 Southeast Third Street P.O. Box 1227 Evansville, Indiana 47706-1227 812/428-6800 EX-99.9 4 EXHIBIT 9 LASALLE/KROSS PARTNERS, L.P. Suite 500 350 E. Michigan Avenue Kalamazoo, Michigan 49007 __________________ Telephone (616) 344-4993 May 19, 1997 VIA FACSIMILE PRIVILEGED AND CONFIDENTIAL Mr. Donald P. Weinzapfel Chairman of the Board, President and Chief Executive Officer Permanent Bancorp, Inc. 101 Southeast Third Street Evansville, Indiana 47708 Dear Mr. Weinzapfel: Attached is biographical information for Ronald G. Hollander. Mr. Hollander is an individual LaSalle/Kross Partners, L.P. proposes for consideration as a Board nominee for election as a director as part of management's slate at the Permanent Bancorp, Inc. 1997 annual meeting. We are proposing Mr. Hollander in addition to, and not in lieu of, the other nominees the Board may be considering. The attached information does not constitute notice of a stockholder nomination pursuant to Article I, Section 6 of the By-Laws. LaSalle/Kross Partners is not withdrawing its earlier notice of intent to nominate Mr. Wallace D. Riley and Mr. Robert C. Lucas as directors. Such action may be considered in light of future developments. We look forward to hearing from you promptly. Sincerely, LASALLE/KROSS PARTNERS, L.P. /s/ Richard J. Nelson Richard J. Nelson, President LaSalle Capital Management, Inc., General Partner Enclosure Biography of Ronald G. Hollander Ronald G. Hollander has been a Senior Vice President and Financial Consultant with J.J.B. Hilliard, W.L. Lyons, Inc. since 1985. Mr. Hollander is 55 years old. From 1978 to 1985, Mr. Hollander served in a variety of management positions for Big River Electric Corporation in Henderson, Kentucky, including as Vice General Manager of Finance. Prior to 1978, Mr. Hollander served in various capacities for Southern Indiana Gas & Electric Company, including as Assistant Treasurer. -----END PRIVACY-ENHANCED MESSAGE-----